0001209191-17-024269.txt : 20170403 0001209191-17-024269.hdr.sgml : 20170403 20170403185006 ACCESSION NUMBER: 0001209191-17-024269 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170330 FILED AS OF DATE: 20170403 DATE AS OF CHANGE: 20170403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRGX GLOBAL, INC. CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707796610 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PRG-SCHULTZ INTERNATIONAL, INC. DATE OF NAME CHANGE: 20080327 FORMER COMPANY: FORMER CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC DATE OF NAME CHANGE: 20020125 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stewart Ronald E. CENTRAL INDEX KEY: 0001561846 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 17735781 MAIL ADDRESS: STREET 1: 5360 LONG ISLAND DRIVE CITY: ATLANTA STATE: GA ZIP: 30327 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-30 0 0001007330 PRGX GLOBAL, INC. PRGX 0001561846 Stewart Ronald E. 600 GALLERIA PARKWAY, SUITE 100 ATLANTA GA 30339 1 1 0 0 President & CEO Common Stock 2017-03-30 4 A 0 35000 0.00 A 259377 D Performance-Based Restricted Stock Unit 2017-03-30 4 A 0 52500 0.00 A Common Stock 52500 52500 D Grant of restricted stock that vests in three equal installments on each of March 30, 2018, 2019 and 2020. Includes 35,000 shares of restricted stock that vest in three equal installments on each of March 30, 2018, 2019 and 2020. Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. If vested, 100% of the vested Units will be paid in whole shares of common stock. 65% of the Units vest and become payable based on the cumulative revenue from continuing operations and 35% of the Units vest and become payable on the cumulative adjusted EBITDA from continuing operations that the Company achieves, in each case, for the two-year performance period ending December 31, 2018. The Units will become payable, if at all, no later than 15 days after the Company's Compensation Committee determines the performance criteria achieved for the performance period (which determination cannot, in any event, be earlier than January 2019 or after April 2019). At the threshold performance level, 35% of the Units will become vested and payable and at the target performance level, 100% of the Units will become vested and payable. If performance falls between the stated performance levels the percentage of Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels (although the Units may not become vested and payable for more than 100% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level). The target performance level is consistent with the Company's long term growth plan and aligned with financial performance expected to result in meaningful enterprise value creation. Achievement of the revenue and adjusted EBITDA performance levels required for vesting of any of the Units will require substantial improvement over the Company's comparable performance in 2016. /s/ Victor A. Allums, as Attorney-in-Fact for Ronald E. Stewart 2017-04-03